UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q

[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2001 or

[ ]	Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________________to_____________

Commission file number 0-13298

	DEAN WITTER CORNERSTONE FUND II

	(Exact name of registrant as specified in its charter)


		New York						     13-3212871
(State or other jurisdiction of		   	 (I.R.S. Employer
incorporation or organization)			      Identification No.)


c/o Demeter Management Corporation
Two World Trade Center, 62 Fl., New York, NY    	  10048
(Address of principal executive offices)	  	     (Zip Code)


Registrant's telephone number, including area code (212) 392-5454




(Former name, former address, and former fiscal year, if changed
since last report)


Indicate by check-mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes    X       	No___________






<page>
<table>
DEAN WITTER CORNERSTONE FUND II

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2001

<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				        <c>
	Statements of Financial Condition as of
	June 30, 2001 (Unaudited) and December 31, 2000...........2

	Statements of Operations for the Quarters Ended
	June 30, 2001 and 2000 (Unaudited)........................3

	Statements of Operations for the Six Months Ended
	June 30, 2001 and 2000 (Unaudited)........................4

	Statements of Changes in Partners' Capital for
	the Six Months Ended June 30, 2001 and 2000
	(Unaudited)...............................................5

	Statements of Cash Flows for the Six Months Ended
	June 30, 2001 and 2000 (Unaudited)........................6

	Notes to Financial Statements (Unaudited)..............7-11

Item 2.	Management's Discussion and Analysis of Financial
			Condition and Results of Operations..............12-21

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk .....................................21-34

PART II. OTHER INFORMATION

Item 1.		Legal Proceedings...................................35

Item 6.	Exhibits and Reports on Form 8-K.................35-36




</table>


<page>
<table>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF FINANCIAL CONDITION
<caption>
	  June 30,	     December 31,
                         2001   	    2000
	$	   $
	(Unaudited)

ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	21,856,058	21,768,271

	Net unrealized gain on open contracts (MS & Co.)	1,065,415	3,293,534
	Net unrealized gain (loss) on open contracts (MSIL)	        26,144            	       (25,956)

	Total net unrealized gain on open contracts	    1,091,559    	     3,267,578

	     Total Trading Equity	22,947,617	25,035,849

Due from Morgan Stanley DW	        71,879	       21,318
Interest receivable (Morgan Stanley DW)	        53,677	        92,590

	     Total Assets	  23,073,173	  25,149,757

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

	Redemptions payable	218,737 	361,946
	Accrued management fees	67,161 	 73,275
	Accrued administrative expenses	        46,740	    26,845

  	     Total Liabilities	      332,638 	    462,066

Partners' Capital

	Limited Partners (5,299.352 and
  	      5,469.148 Units, respectively)	22,247,668 	24,168,885
	General Partner (117.400 Units)	      492,867 	       518,806

	     Total Partners' Capital	 22,740,535	  24,687,691

Total Liabilities and Partners' Capital	 23,073,173 	  25,149,757


NET ASSET VALUE PER UNIT	     4,198.19 	       4,419.13
<fn>

	The accompanying notes are an integral part
	of these financial statements.
</table>
<page>
<table>
	DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF OPERATIONS
(Unaudited)


<caption>


	     For the Quarters Ended June 30,

	      2001   	   2000
	    $	   $


	<c>	<c>
REVENUES
	Trading loss:
	     Realized	(524,573)	(201,779)
 	     Net change in unrealized	  (1,846,929)	     (819,313)

			Total Trading Results	(2,371,502)	(1,021,092)

	Interest income (Morgan Stanley DW)                                          175,362		       282,319

			Total 	   (2,196,140)	     (738,773)


EXPENSES

	Brokerage commissions (Morgan Stanley DW)                             316,935	336,252
  	Management fees                                                                           206,976		238,067
  	Transaction fees and costs                                                               30,997	34,648
	Administrative expenses                                                                   12,663		      11,446

  			Total 	     567,571	       620,413


NET LOSS	(2,763,711)	(1,359,186)


NET LOSS ALLOCATION

		Limited Partners	(2,704,614)	(1,333,181)
  		General Partner	(59,097)	(26,005)


NET LOSS PER UNIT

		Limited Partners	(503.38)	(221.51)
 		General Partner	(503.38)	(221.51)

<fn>

	The accompanying notes are an integral part
	of these financial statements.
</table>


<page>
<table>
DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF OPERATIONS
(Unaudited)


<caption>
	    For the Six Months Ended June 30,

	      2001     	      2000
	    $	      $

REVENUES

			<c>	<c>
	Trading profit (loss):
	     Realized                                                                                 1,701,067		(299,219)
  	     Net change in unrealized	(2,176,019)	    (450,880)

			Total Trading Results	(474,952)	(750,099)

	Interest income (Morgan Stanley DW)                                          413,356		     575,863

			Total 	    (61,596)	    (174,236)


EXPENSES

	Brokerage commissions (Morgan Stanley DW)                            645,867		734,574
  	Management fees                                                                          421,313		504,730
  	Transaction fees and costs                                                              59,463		74,046
 	Administrative expenses                                                                  23,536		      22,821

		Total                                                                                     1,150,179		    1,336,171

NET LOSS 	   (1,211,775)	  (1,510,407)


NET LOSS ALLOCATION

		Limited Partners	(1,185,836)	(1,481,284)
  		General Partner	(25,939)	(29,123)


NET LOSS PER UNIT

		Limited Partners	(220.94)	(248.06)
 		General Partner	(220.94)	(248.06)

<fn>




	The accompanying notes are an integral part
	of these financial statements.
</table>


<page>
<table>
	DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Six Months Ended June 30, 2001 and 2000
	(Unaudited)


<caption>

	  Units of
	   Partnership	Limited	General
	   Interest   	Partners	Partner	Total
	                                   $	                          $	                        $



	<c>	<c>	<c>	<c>

Partners' Capital,
  December 31, 1999	6,736.406	   26,243,505	465,476	  26,708,981

Net Loss	  -	(1,481,284)	(29,123)	(1,510,407)

Offering of Units	2.369	9,330	   -	9,330

Redemptions	(706.476)	(2,787,015)	____-___	(2,787,015)

Partners' Capital,
  June 30, 2000	        6,032.299	21,984,536	436,353	22,420,889




Partners' Capital,
  December 31, 2000	5,586.548	   24,168,885	518,806	  24,687,691

Net Loss	  -	(1,185,836)	(25,939)	(1,211,775)

Redemptions	 (169.796)	  (735,381)	____-___	   (735,381)

Partners' Capital,
  June 30, 2001	 5,416.752	22,247,668	   492,867	22,740,535





<fn>






The accompanying notes are an integral part
	of these financial statements.
</table>


<page>
<table>
	DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF CASH FLOWS
(Unaudited)


<caption>

	    For the Six Months Ended June 30,

	      2001     	      2000
	    $	      $

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net loss	 	(1,211,775)	(1,510,407)
Noncash item included in net loss:
		Net change in unrealized                                                    2,176,019		450,880

(Increase) decrease in operating assets:
		Due from Morgan Stanley DW	(50,561)	(74,785)
		Interest receivable (Morgan Stanley DW)                               38,913		6,382

Increase (decrease) in operating liabilities:
		Accrued management fees	         (6,114)	     (14,076)
	 	Accrued administrative expenses                                            19,895		         4,294

Net cash provided by (used for) operating activities                           966,377		  (1,137,712)


CASH FLOWS FROM FINANCING ACTIVITIES

Offering of Units                                       -		         9,330
Increase (decrease) in redemptions payable	(143,209)	65,340
Redemptions of Units	   (735,381)	 (2,787,015)

Net cash used for financing activities	    (878,590)	 (2,712,345)

Net increase (decrease) in cash                                                           87,787		(3,850,057)

Balance at beginning of period                                                      21,768,271                25,804,088

Balance at end of period              21,856,058	                21,954,031




<fn>




	The accompanying notes are an integral part
	of these financial statements.
</table>



<page>
DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Cornerstone Fund II (the "Partnership").  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2000 Annual Report
on Form 10-K.

1. Organization
Dean Witter Cornerstone Fund II is a New York limited partnership
organized to engage primarily in the speculative trading of
futures contracts, options on futures contracts, and forward
contracts on foreign currencies and other commodity interests.
The Partnership is one of the Dean Witter Cornerstone Funds,
comprised of the Partnership, Dean Witter Cornerstone Fund III,
and Dean Witter Cornerstone Fund IV.

The general partner is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Morgan Stanley
DW Inc. ("Morgan Stanley DW"). Dean Witter Reynolds Inc. changed
its name to Morgan Stanley DW Inc., effective April 2, 2001.  The


<page>

DEAN WITTER CORNERSTONE FUND II
	NOTES TO FINANCIAL STATEMENTS (CONTINUED)


clearing commodity brokers are Morgan Stanley & Co., Inc. ("MS &
Co.") and Morgan Stanley International Limited ("MSIL").  Demeter,
Morgan Stanley DW, MS & Co. and MSIL are wholly-owned subsidiaries
of Morgan Stanley Dean Witter & Co.  The trading managers to the
Partnership are Northfield Trading L.P. and John W. Henry &
Company, Inc. (collectively, the "Trading Managers").


2. Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co. and MSIL in futures, forwards and options trading accounts to
meet margin requirements as needed. Morgan Stanley DW pays
interest on these funds based on current 13-week U.S. Treasury
bill rates. The Partnership pays brokerage commissions to Morgan
Stanley DW.

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on foreign currencies and other
commodity interests.  Futures and forwards represent contracts for
delayed delivery of an instrument at a specified date and price.
Risk arises from changes in the value of these contracts and the
potential inability of counterparties to perform under the terms

<page>
DEAN WITTER CORNERSTONE FUND II
	NOTES TO FINANCIAL STATEMENTS (CONTINUED)

of the contracts.  There are numerous factors which may
significantly influence the market value of these contracts,
including interest rate volatility.

The Partnership accounts for its derivative investments in
accordance with the provisions of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133").  SFAS No.
133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics:
1)	One or more underlying notional amounts or payment
provisions;
2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.

Generally derivatives include futures, forward, swaps or option
contracts and other financial instruments with similar
characteristics such as caps, floors and collars.

The net unrealized gains on open contracts reported as a component
of "Equity in futures interests trading accounts" on the

<page>
DEAN WITTER CORNERSTONE FUND II
	NOTES TO FINANCIAL STATEMENTS (CONTINUED)

statements of financial condition and longest contract maturity
were as follows:
                    Net Unrealized Gains on Open
                             Contracts                   Longest Maturity

   	              Exchange- Off-Exchange-             Exchange- Off-Exchange-
                     Traded      Traded      Total        Traded      Traded
Date                Contracts   Contracts  Contracts     Contracts   Contracts
                        $           $	    $

June 30, 2001        912,581    178,978    1,091,559     June 2002   Sept. 2001

December 31, 2000  2,772,779    494,799    3,267,578     Dec. 2001   March 2001

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in
which the Partnership is involved is limited to the amounts
reflected in the Partnership's statements of financial condition.

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co. and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership's assets.
Exchange-traded futures contracts are marked to market on a daily
basis, with variations in value settled on a daily basis. Morgan
Stanley DW, MS & Co., and MSIL each as a futures commission
merchant for the Partnership's exchange-traded futures contracts,
are required, pursuant to regulations of the Commodity Futures
Trading Commission ("CFTC"), to segregate from their own assets,
and for the sole benefit of their commodity customers, all funds
held by them with respect to exchange-traded futures contracts,
<page>
DEAN WITTER CORNERSTONE FUND II
	NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

including an amount equal to the net unrealized gain on all open
futures contracts, which funds, in the aggregate, totaled
$22,768,639 and $24,541,050 at June 30, 2001 and December 31,
2000, respectively. With respect to the Partnership's off-
exchange-traded forward currency contracts, there are no daily
settlements of variations in value nor is there any requirement
that an amount equal to the net unrealized gain on open forward
contracts be segregated.  With respect to those off-exchange-
traded forward currency contracts, the Partnership is at risk to
the ability of MS & Co., the sole counterparty on all of such
contracts, to perform. The Partnership has a netting agreement
with MS & Co.  This agreement, which seeks to reduce both the
Partnership's and MS & Co.'s exposure on off-exchange-traded
forward currency contracts, should materially decrease the
Partnership's credit risk in the event of MS & Co.'s bankruptcy or
insolvency.








<page>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

Liquidity - The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker and MS & Co. and MSIL as
clearing brokers in separate futures, forwards and options
accounts established for each Trading Manager, which assets are
used as margin to engage in trading.  The assets are held in
either non-interest-bearing bank accounts or in securities and
instruments permitted by the CFTC for investment of customer
segregated or secured funds.  The Partnership's assets held by the
commodity brokers may be used as margin solely for the
Partnership's trading. Since the Partnership's sole purpose is to
trade in futures, forwards and options, it is expected that the
Partnership will continue to own such liquid assets for margin
purposes.

The Partnership's investment in futures, forwards and options may,
from time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as "daily price fluctuations limits" or "daily limits".  Trades
may not be executed at prices beyond the daily limit.  If the
price for a particular futures or options contract has increased
or decreased by an amount equal to the daily limit, positions in
that futures or options contract can neither be taken nor
liquidated unless traders are willing to effect trades at or

<page>
within the limit. Futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading.
These market conditions could prevent the Partnership from
promptly liquidating its futures or options contracts and result
in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currency.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.

The Partnership has never had illiquidity affect a material
portion of its assets.

Capital Resources - The Partnership does not have, or expect to
have, any capital assets.  Redemptions of additional units of
limited partnership interest ("Unit(s)") in the future will affect
the amount of funds available for investment in futures, forwards
and options in subsequent periods.  It is not possible to estimate
the amount and therefore, the impact of future redemptions of
Units.

<page>
Results of Operations
General.  The Partnership's results depend on its Trading Managers
and the ability of the Trading Managers' trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards and options markets.  The following presents a
summary of the Partnership's operations for the three and six
month periods ended June 30, 2001 and 2000, and a general
discussion of its trading activities during each period.  It is
important to note, however, that the Trading Managers trade in
various markets at different times and that prior activity in a
particular market does not mean that such market will be actively
traded by the Trading Managers or will be profitable in the
future. Consequently, the results of operations of the Partnership
are difficult to discuss other than in the context of its Trading
Managers' trading activities on behalf of the Partnership as a
whole and how the Partnership has performed in the past.

For the Quarter and Six Months Ended June 30, 2001
For the quarter ended June 30, 2001, the Partnership recorded
total trading losses, net of interest income, of $2,196,140 and
posted a decrease in net asset value per Unit. The most
significant losses of approximately 3.9% were experienced in the
global stock index futures markets primarily during the first
half of April from short positions in DAX Index futures as prices
reversed higher on renewed hopes that the worst may be over for
badly beaten technology and telecom stocks.  During May and June,
<page>
additional losses were recorded from DAX Index futures positions
as prices generally moved in an erratic, directionless pattern on
conflicting economic information and investor sentiment.  In the
currency markets, losses of approximately 2.9% were recorded
primarily during April and May from short positions in the
Japanese yen as the value of the yen reversed higher versus the
U.S. dollar following a surprise interest rate cut by the U.S.
Federal Reserve and on optimism that the Japanese government
would unveil an emergency package to stimulate that country's
ailing economy.  During early June, additional losses were
incurred from long positions in the Japanese yen as the value of
the yen weakened relative to the U.S. dollar on the Bank of
Japan's decision to keep its monetary policy unchanged.  In the
global interest rate futures markets, losses of approximately
2.5% were recorded primarily during April as a portion of
previously recorded profits was given back from long positions in
U.S. interest rate futures as prices reversed sharply downward,
after trending higher earlier this year, when investors deserted
fixed income securities in an asset shift to equities.
Additional losses were recorded from short positions in U.S.
interest rate futures as prices moved higher in a flurry of
flight-to-quality buying spawned by Middle East instability on
June 22nd and in anticipation of the Federal Reserve interest
rate cut in late June.  In the energy markets, losses of
approximately 1.7% were incurred throughout a majority of the
quarter from crude oil futures positions as a result of
<page>
volatility in oil prices due to a continually changing outlook
for inventory, supply, production and demand.  These losses were
partially offset by gains of approximately 0.6% recorded in the
agricultural markets primarily during May from short corn futures
positions as corn prices dropped on forecasts for wet, cool
weather conditions in the U.S. Midwest and on reports of
declining demand.  Total expenses for the three months ended June
30, 2001 were $567,571, resulting in a net loss of $2,763,711.
The net asset value of a Unit decreased from $4,701.57 at March
31, 2001 to $4,198.19 at June 30, 2001.

For the six months ended June 30, 2001, the Partnership recorded
total trading losses, net of interest income, of $61,596 and
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 6.1% were recorded in the
energy markets throughout the first six months of the year from
positions in crude oil futures and its related products as a
result of volatility in oil prices due to a continually changing
outlook for inventory, supply, production and demand.  In the
global stock index futures markets, losses of approximately 3.3%
were experienced primarily during the first half of April from
short positions in DAX Index futures as prices reversed higher on
renewed hopes that the worst may be over for badly beaten
technology and telecom stocks.  During May and June, additional
losses were recorded from DAX Index futures positions as prices
generally moved in an erratic, directionless pattern on
<page>
conflicting economic information and investor sentiment.  These
losses were partially offset by gains of approximately 2.1%
recorded in the currency markets throughout a majority of the
first quarter from short positions in the Japanese yen as the
value of the yen weakened relative to the U.S. dollar on concerns
for the Japanese economy and in both anticipation and reaction to
the Bank of Japan's decision to reinstate its zero interest rate
policy.  Additional gains were recorded primarily during March
from short positions in the Singapore dollar as its value
weakened versus the U.S. dollar on concerns regarding the overall
economic environment in the Pacific Rim.  In the global interest
rate futures markets, gains of approximately 1.8% were recorded
primarily during January and February from long positions in
Japanese interest rate futures as prices moved higher amid weak
Japanese stock prices and disappointing economic data in that
country.  In the soft commodities markets, gains of approximately
0.5% were recorded throughout the first quarter from short
positions in cotton futures as prices declined on weak export
sales and low demand.  Total expenses for the six months ended
June 30, 2001 were $1,150,179, resulting in a net loss of
$1,211,775.  The net asset value of a Unit decreased from
$4,419.13  at December 31, 2000 to $4,198.19 at June 30, 2001.

For the Quarter and Six Months Ended June 30, 2000
For the quarter ended June 30, 2000, the Partnership recorded
total trading losses, net of interest income, of $738,773 and
<page>
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 4.9% were recorded in the
global interest rate futures markets primarily from trading U.S.
interest rate futures.  Long U.S. interest rate futures positions
were unprofitable during April as prices declined amid fears of
higher interest rates and inflation.  Newly established short U.S.
interest rate futures positions incurred additional losses during
the remainder of the quarter as prices moved higher as investors
shed stock holdings for the safe haven of bonds amid signs that
U.S. economic growth had slowed.  Losses were also recorded
throughout a majority of the quarter from long positions in German
bund futures as prices moved lower due to the weakness in U.S.
bonds and the sharp decline in the euro.  Additional losses of
approximately 3.0% were experienced in the currency markets
primarily from short positions in the Japanese yen as the value of
the yen strengthened versus the U.S. dollar during May amid
positive economic data out of Japan and expectations of a
potential rise in Japanese interest rates.  Newly established long
Japanese yen positions incurred additional losses during late
June as the value of the yen gave back earlier gains relative to
the U.S. dollar due to repositioning ahead of the Tankan survey.
Smaller losses of approximately 0.4% were recorded in the metals
markets from trading copper futures as prices moved
inconsistently on technically-based factors.  A portion of
overall Partnership losses was offset by gains of approximately
1.2% recorded in the soft commodities markets primarily from long
<page>
sugar futures positions as prices trended to 22-month highs later
in the quarter on reports of lower plantings and speculation that
the world's surplus could shrink.  Short coffee futures positions
were also profitable as prices declined on technical factors
early in the quarter.  Additional gains of approximately 0.6%
were recorded in the global stock index futures markets primarily
during June from short positions in DAX Index futures as European
stock index futures prices decreased after the European Central
Bank's aggressive interest rate hike. Smaller gains of
approximately 0.3% were recorded in the agricultural markets
primarily during June from short corn futures positions as prices
fell due to heavy rain and cooler temperatures.  Total expenses
for the three months ended June 30, 2000 were $620,413, resulting
in a net loss of $1,359,186.  The net asset value of a Unit
decreased from $3,938.32 at March 31, 2000 to $3,716.81 at June
30, 2000.

For the six months ended June 30, 2000, the Partnership recorded
total trading losses, net of interest income, of $174,236 and
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 5.5% were recorded in the
global interest rate futures markets primarily from long U.S.
interest rate futures positions as prices declined during April
amid fears of higher interest rates and inflation.  Newly
established short U.S. interest rate futures positions incurred
losses later in the quarter as prices increased as investors
<page>
moved into the safe haven of bonds.  Losses were also recorded
throughout a majority of the second quarter from long positions
in German bund futures as prices declined on weakness in U.S.
bonds and the sharp decline in the euro.  Long Japanese interest
rate futures positions also incurred losses as prices slid on the
yen's weakness and a higher Nikkei 225 Index during February.
Additional losses of approximately 2.3% were recorded in the
currency markets primarily from short Japanese yen positions as
its value strengthened versus the U.S. dollar during May amid
positive economic data out of Japan and expectations of a
potential rise in Japanese interest rates.  Newly established
long Japanese yen positions incurred losses during late June as
the yen's value gave back earlier month gains versus the U.S.
dollar due to repositioning ahead of the Tankan survey.  In the
metals markets, losses of approximately 1.9% resulted primarily
from short gold futures positions as prices spiked higher in
early February following an announcement by a large producer that
it was suspending gold hedging activities.  Newly established
long gold futures positions resulted in losses as prices fell
later in February and March on speculation of gold sales from the
Bank of France.  A portion of overall Partnership losses was
offset by gains recorded in the energy markets of approximately
2.6% primarily from long crude oil futures positions as prices



<page>
powered to nine-year highs during the first quarter on concerns
about future output levels amid dwindling stockpiles and
increasing demand.  Additional gains of approximately 1.0% were
recorded in the soft commodities markets primarily from long
sugar futures positions as sugar prices trended to 22-month highs
during the second quarter on reports of lower plantings and
speculation that the world's surplus could shrink.  Short coffee
futures positions were also profitable as prices declined on
technical factors early in the second quarter.  Total expenses
for the six months ended June 30, 2000 were $1,336,171, resulting
in a net loss of $1,510,407.  The net asset value of a Unit
decreased from $3,964.87 at December 31, 1999 to $3,716.81 at
June 30, 2000.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards and options.  The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership's assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is central, not incidental, to the
Partnership's main business activities.

<page>
The futures, forwards and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities.  Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.

The Partnership's past performance is not necessarily indicative
of its future results.  Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e. "risk of ruin") that far
exceed the Partnership's experience to date or any reasonable
expectations based upon historical changes in market value.



<page>
Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the Partnership's
market risk exposures contain "forward-looking statements" within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934). All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

The Partnership accounts for open positions using mark-to-market
accounting principles.  Any loss in the market value of the
Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Managers is estimated below in terms of Value at Risk
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio.  The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.

<page>
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to price and
interest rate risk.  Market risks that are incorporated in the
VaR model include equity and commodity prices, interest rates,
foreign exchange rates, and correlation among these variables.
The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive.  The historical observation period of the Partner-
ship's VaR is approximately four years.  The one-day 99%
confidence level of the Partnership's VaR corresponds to the
negative change in portfolio value that, based on observed market
risk factors, would have been exceeded once in 100 trading days.

VaR models, including the Partnership's, are continuously
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve.  Please note that
the VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Managers in its daily risk management
activities.

The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
<page>
by primary market risk category at June 30, 2001 and 2000.  At
June 30, 2001 and 2000, the Partnership's total capitalization
was approximately $23 million and $22 million, respectively.

     Primary Market           June 30, 2001	     June 30, 2000
     Risk Category	  	     Value at Risk	     Value at Risk

     Currency	  	(2.60)%   			(1.05)%
Interest Rate		 		(0.69)			(1.15)
Equity				   	(0.44)			(0.83)
	Commodity				    	(1.08)			(1.03)
Aggregate Value at Risk	     (2.83)%			(2.06)%

Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual market categories listed above.  Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.

The table above represents the VaR of the Partnership's open
positions at June 30, 2001 and 2000 only and is not necessarily
representative of either the historic or future risk of an
investment in the Partnership. Because the Partnership's only
business is the speculative trading of futures, forwards and
options, the composition of its trading portfolio can change
significantly over any given time period, or even within a single
trading day.  Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.
<page>
The table below supplements the quarter-end VaR by presenting the
Partnership's high, low and average VaR, as a percentage of total
net assets for the four quarterly reporting periods from July 1,
2000 through June 30, 2001.

Primary Market Risk Category        High       Low      Average
Currency  		(2.60)%	 (1.86)%	 (2.17)%

Interest Rate 		(1.98)	 (0.48)	 (1.07)

Equity						(1.07)	 (0.39)	 (0.57)

Commodity	  	(1.08)	 (0.62)	 (0.84)

Aggregate Value at Risk		 	(3.06)%	 (2.35)%	 (2.73)%


Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership.  The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments. The relative size of the positions held may cause the
Partnership to incur losses  greatly in  excess  of VaR within a
short period of time, given the effects of the leverage employed
and market volatility. The VaR tables above, as well as the past
performance of the Partnership, give no indication of such "risk

<page>
of ruin". In addition, VaR risk measures should be viewed in light
of the methodology's limitations, which include the following:
?	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
?	changes in portfolio value caused by market movements may
differ from those of the VaR model;
?	VaR results reflect past trading positions while future risk
depends on future positions;
?	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
?	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

The VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at June 30, 2001 and for the end of the four
quarterly reporting periods from July 1, 2000 through June 30,
2001.   Since VaR is based on historical data, VaR should not be
viewed as predictive of the Partnership's future financial
performance or its ability to manage or monitor risk.  There can
be no assurance that the Partnership's actual losses on a

<page>
particular day will not exceed the VaR amounts indicated above or
that such losses will not occur more than once in 100 trading
days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.

At June 30, 2001, the Partnership's cash balance at Morgan Stanley
DW was approximately 90% of its total net asset value.  A decline
in short-term interest rates will result in a decline in the
Partnership's cash management income. This cash flow risk is not
considered material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership's market-
sensitive instruments, in relation to the Partnership's net
assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
<page>
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership's primary market risk exposures as well as the
strategies used and to be used by Demeter and the Trading Managers
for managing such exposures are subject to numerous uncertainties,
contingencies and risks, any one of which could cause the actual
results of the Partnership's risk controls to differ materially
from the objectives of such strategies.  Government interventions,
defaults and expropriations, illiquid markets, the emergence of
dominant fundamental factors, political upheavals, changes in
historical price relationships, an influx of new market
participants, increased regulation and many other factors could
result in material losses as well as in material changes to the
risk exposures and the risk management strategies of the
Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at June 30, 2001, by market sector.  It may be
anticipated however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at June
30, 2001 was to the currency sector.  The Partnership's currency

<page>
exposure was to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
changes as well as political and general economic conditions
influence these fluctuations.  For the second quarter of 2001,
the Partnership's major exposures were to outright U.S. dollar
positions.  Outright positions consist of the U.S. dollar vs.
other currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk profile of
the Partnership's currency sector will change significantly in
the future.  The currency trading VaR figure includes foreign
margin amounts converted into U.S. dollars with an incremental
adjustment to reflect the exchange rate risk inherent to the
dollar-based Partnership in expressing VaR in a functional
currency other than dollars.

Interest Rate.  The second largest market exposure at June 30,
2001 was to the global interest rate complex.  Exposure was
primarily spread across the Japanese, German and U.S. interest
rate sectors.  Interest rate movements directly affect the price
of the sovereign bond futures positions held by the Partnership
and indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country as well as
relative interest rate movements between countries materially
impact the Partnership's profitability.  The Partnership's
primary interest rate exposure is generally to interest rate
<page>
fluctuations in the United States and the other G-7 countries.
The G-7 countries consist of France, U.S., Britain, Germany,
Japan, Italy and Canada.  However, the Partnership also takes
futures positions in the government debt of smaller nations -
e.g. Australia.  Demeter anticipates that G-7 and Australian
interest rates will remain the primary interest rate exposures of
the Partnership for the foreseeable future.  The changes in
interest rates which have the most effect on the Partnership are
changes in long-term, as opposed to short-term, rates.  Most of
the speculative futures positions held by the Partnership are in
medium to long-term instruments.  Consequently, even a material
change in short-term rates would have little effect on the
Partnership, were the medium to long-term rates to remain steady.

Equity.	The Partnership's primary equity exposure at June 30,
2001 was to equity price risk in the G-7 countries.  The stock
index futures traded by the Partnership are by law limited to
futures on broadly-based indices.  At June 30, 2001, the
Partnership's primary exposures were to the DAX (Germany), NASDAQ
(U.S.) and Hang Seng (China) stock indices. Historically, the
Partnership has been exposed to the risk of adverse price trends
or static markets in the U.S., European, and Japanese indices.
Static markets would not cause major market changes but would
make it difficult for the Partnership to avoid being "whipsawed"
into numerous small losses.

<page>
Commodity
Energy.  At June 30, 2001, the Partnership's energy exposure
was shared primarily by futures contracts in the crude oil
and natural gas markets.  Price movements in these markets
result from political developments in the Middle East,
weather patterns, and other economic fundamentals.  It is
possible that volatility will remain high.  Significant
profits and losses which have been experienced in the past,
are expected to continue to be experienced in this market.
Natural gas has exhibited volatility in prices resulting
from weather patterns and supply and demand factors and may
continue in this choppy pattern.

Soft Commodities and Agriculturals.  At June 30, 2001, the
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure, however, was to the sugar,
corn and cotton markets.  Supply and demand inequalities,
severe weather disruption, and market expectations affect
price movements in these markets.

Metals.  The Partnership's primary metals market exposure at
June 30, 2001 was to fluctuations in the price of gold and
silver.  Although certain Trading Managers will from time to
time trade base metals such as aluminum and copper, the
principal market exposures of the Partnership have

<page>
consistently been to precious metals, such as gold and
silver.  Market exposure to precious metals was evident as
gold prices continued to be volatile during the quarter.
Silver prices remained volatile over this period as well.
The Trading Managers have from time to time taken positions
as they have perceived market opportunities to develop.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2001:

Foreign Currency Balances.	The Partnership's primary
foreign currency balances at June 30, 2001 were in euros,
Australian dollars and Hong Kong dollars.  The Partnership
controls the non-trading risk of these balances by regularly
converting these balances back into dollars upon liquidation
of the respective position.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and each Trading Manager, separately, attempt to
manage the risk of the Partnership's open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership's assets
among different Trading Managers, each of whose strategies focus
on different market sectors and trading approaches, and monitoring
the performance of each Trading Manager daily. In addition, the
<page>
Trading Managers establish diversification guidelines, often set
in terms of the maximum margin to be committed to positions in any
one market sector or market-sensitive instrument.

Demeter monitors and controls the risk of the Partnership's non-
trading instrument, cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Managers.








































<page>
PART II.  OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-K for the year ended December 31, 2000.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

 3.01	    Limited Partnership Agreement of the Partnership, dated as of
December 7, 1983, as amended as of May 11, 1984 is
incorporated by reference to Exhibit 3.01 to Partnership's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1984 (File No. 0-13298).

	10.01	    Management Agreement among the Partnership, Demeter and JWH
    dated November 15, 1983 is incorporated by reference to
    Exhibit 10.03 of the Partnership's Annual Report on Form 10-K
    for the fiscal year ended September 30, 1984 (File No. 0-
    13298).

	10.02	    Dean Witter Cornerstone Funds Exchange Agreement, dated as of
    May 31, 1984 is incorporated by reference to Exhibit 10.04 of
    the Partnership's Annual Report on Form 10-K for the fiscal
    year ended September 30, 1984 (File No. 0-13298).

	10.03	    Management Agreement among the Partnership, Demeter and
    Northfield Trading L.P. dated as of April 16, 1997 is
    incorporated by reference to Exhibit 10.03 of the
    Partnership's Annual Report on Form 10-K for the fiscal year
    ended December 31, 1997 (File No. 0-13298).

10.04	    Amended and Restated Customer Agreement, dated as of December
    1, 1997, between the Partnership and Dean Witter Reynolds
    Inc. is incorporated by reference to Exhibit 10.04 of the
    Partnership's Annual Report on Form 10-K for the fiscal year
    ended December 31 1998 (File No. 0-13298).

10.05	    Customer Agreement, dated as of December 1, 1997, among the
    Partnership, Carr Futures, Inc. and Dean Witter Reynolds Inc.
    is incorporated by reference to Exhibit 10.05 of the
    Partnership's Annual Report on Form 10-K for the fiscal year
    ended December 31, 1998 (File No. 0-13298).



<page>
10.06    International Foreign Exchange Master Agreement, dated as of
    August 1, 1997, between the Partnership and Carr Futures,
    Inc. is incorporated by reference to Exhibit 10.06 of the
    Partnership's Annual Report on Form 10-K for the fiscal year
    ended December 31, 1998 (File No. 0-13298).

10.07	    Customer Agreement, dated as of May 1, 2000 between Morgan
    Stanley & Co. Incorporated, the Partnership and Dean Witter
    Reynolds Inc. is incorporated by reference to exhibit 10.07
    of the Partnership's Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2000, (File No. 0-13298).

10.08	    Amendment to Management Agreement between the Partnership and
    John W. Henry & Company, Inc., dated November 30, 2000, is
    incorporated by reference to the Partnership's report on Form
    8-K (File No. 0-13298), filed with the SEC on January 3,
    2001.

10.09	    Amendment to Management Agreement between the Partnership
    and Northfield Trading L.P., dated November 30, 2000, is
    incorporated by reference to the Partnership's report on
    Form 8-K (File No. 0-13298), filed with the SEC on January
    3, 2001.

(B)      Reports on Form 8-K. - None.






























<page>







	SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.




                           Dean Witter Cornerstone Fund II
                               (Registrant)

                           By: Demeter Management Corporation
	 (General Partner)

August 8, 2001             By:/s/Raymond E. Koch      	__________
                                 Raymond E. Koch
                                 Chief Financial Officer






The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.